KANSAS CITY SOUTHERN INDUSTRIES, INC.
Exhibit 10.1 File No. 1-4717
Form 10-K December 31, 1993
July 15, 1993
Mr. Mark M. Levin
4700 Linnean Avenue, NW
Washington, D. C. 20008
Dear Mark:
This is intended to reflect agreements reached between you and Kansas
City Southern Industries ("KCSI") in connection with your employment by KCSI
in its Transportation Division.
1. KCSI has agreed to employ you (and you have agreed to accept such
employment) as Advisor to the Office of the Chief Executive of the Transporta-
tion Division for a period of three (3) years, commencing on July 15, 1993.
2. It is understood and agreed that your duties as an employee of
KCSI will consist of advising KCSI Transportation Division's management in the
areas of strategic planning, merger and acquisition opportunities, potential
business ventures in Mexico and Latin America and such other duties as may be
determined by George W. Edwards, Chief Executive Officer of KCSI's Transporta-
tion Division, or his duly appointed successor (the "CEO"). You agree to
devote a minimum of 25 hours per week for a total of six months during each
calendar year to such duties.
3. Your base compensation for services rendered shall be $100,000 per
annum, paid in arrears in equal monthly installments.
4. In addition to the base compensation described in paragraph 3,
KCSI agrees to issue to you 50,000 options to purchase shares of KCSI common
stock, to become exercisable as follows:
20,000 upon the first anniversary of the date of grant.
15,000 upon the second anniversary of the date of grant.
15,000 upon the third anniversary of the date of grant.
5. KCSI will pay all reasonable expenses incurred in connection with
your maintenance of an office in Washington, D.C., including costs of secre-
tarial and other appropriate and necessary support functions.
6. It is further understood and agreed that your employment is at-
will, and subject at all times to termination by the CEO, if the CEO shall
determine, in his sole discretion and for any reason, that your services are
no longer desired. You may also terminate your employment under this agree-
ment at any time, upon written notice thereof, to the CEO.
7. During the term of your employment and during the period of two
years immediately after termination of your employment, you will not, directly
or indirectly, own any interest in, manage, be employed by, engage in or be
connected with any transportation related business similar to or in competi-
tion with the business conducted by KCSI or its affiliates without the
approval of KCSI. It is understood that this covenant is limited to the
territory and customers served by KCSI. Further, during the term of your
employment and thereafter, you will not directly or indirectly, use or
disclose any proprietary or confidential information of KCSI, except to the
extent necessary to perform your duties as an employee of KCSI.
8. Upon termination of your employment, you will be entitled to
receive salary accrued to your termination date. You will be permitted to
exercise all options that have become exercisable on or before your termina-
tion date for a period of 90 days after such date. It is understood and
agreed between you and KCSI that no other severance or compensation payment
shall be due upon termination.
If the above correctly reflects your understanding of the agreements
between you and KCSI, please execute this letter in the appropriate place
below and return an executed copy to us for our files.
KANSAS CITY SOUTHERN INDUSTRIES, INC.
By /s/ George W. Edwards, Jr.
George W. Edwards, Jr.
Executive Vice President &
Chief Executive Officer
Transportation Division
Accepted and agreed to this
15th day of July, 1993.
/s/ Mark M. Levin
Mark M. Levin